Able View Global Inc

CONVERSION

3.1 Conversion by Holder. The principal and unpaid accrued interest on each Note will convert at the Purchaser’s option (a “Optional Conversion”), on or before the Maturity Date and while such Note remains outstanding, into shares (the “Conversion Shares”) of the Company’s Class B Ordinary Shares, at the then applicable Conversion Price. At the Optional Conversion, the Holder shall also receive, for each one Conversion Share, one warrant (a “Conversion Warrant”) to purchase one Class B Ordinary Share at an exercise price equal to the Conversion Price, with an option for cashless exercise of the Conversion Warrant.

3.2 Conversion Price. Subject to adjustments as provided in Article 4, the price per share of Conversion Shares equal to the higher of (i) 75% of the lowest volume-weighted average price (VWAP) of the Class B Ordinary Shares trading on the NASDAQ Stock Market during the ten (10) latest consecutive Business Days preceding the Optional Conversion, and (ii) $0.6 per Class B Ordinary Share.

3.3 Conversion Procedure; Settlement Upon Conversion.

(a) Subject to Section 3.3(c), this Note shall be converted at the Close of Business ten (10) Business Days from the date that the Holder delivers a duly completed irrevocable written notice (the “Conversion Notice”) and the Note for cancellation to the Company according to Section 3.1. After the receipt of the Note and the Conversion Notice, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the full number of Conversion Shares and Conversion Warrants to which the Holder shall be entitled in satisfaction of any conversion pursuant to this Section 3, (ii) deliver to the Holder the Conversion Warrants and certificate(s) or book records representing the Conversion Shares and (iii) subject to Section 3.3(c), cancel the Note. For the avoidance of doubt, the Holder only has one chance for the Note conversion.

(b) The Company shall not issue any fractional Class B Ordinary Share upon conversion of the Note and shall instead pay cash in lieu of any fractional Class B Ordinary Share deliverable upon conversion based on the Conversion Price.

(c) If the Holder submits the Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the delivery of the Class B Ordinary Share upon such conversion of the Note, unless the tax is due because the Holder requests such Class B Ordinary Share to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax.

(d) Except as provided in Section 4.2, no adjustment shall be made for dividends on any Class B Ordinary Share delivered upon any conversion of this Note as provided in this Article 3.

ARTICLE 4